This section opens with the O'Dowds discussing the forthcoming battle and making preparations for the major's march. After his departure Mrs. O'Dowd reads a book of sermons.
Rawdon, more affected than Becky at their parting, shows his love and worship for her by his concern for her welfare. "She had known perpetually how to divert him; and he had found his house and her society a thousand times more pleasant than any place or company . . ." Becky's thought, however, concerns how much security she has and what she can do in the event Rawdon doesn't come back.
George tells Amelia goodbye, and departs with a sigh of relief. Dobbin wakes the sleepy Jos to charge him to take care of Amelia, and is pained by Amelia's grief.
Joseph, proud to be left in charge of the women, reassures them. Isidor, his valet, hopes the British will be defeated so he can have Jos' possessions. As if to further his interests, he demoralizes Jos with bad news.
Becky, wanting to make sure of a retreat in case of bad news, flatters Jos by begging him not to go and join the troops, to stay and protect the ladies. If Jos has a carriage, Becky expects to share it should flight become necessary.
Amelia finally accuses Rebecca of being a false friend and a false wife. In spite of Amelia's accusations, Rebecca, touched at her grief, tries to reassure her. Since Amelia, obviously, doesn't want Becky around, Becky suggests to Peggy O'Dowd that she stay. Peggy, not liking Becky, answers with sarcasm, but she stays with Amelia.
Suddenly the sound of cannons frightens everyone. Jos wants to flee; Mrs. O'Dowd scorns his cowardice. The cook's soldier-friend comes with the tale that George's company is cut in pieces. Terrified, Jos gives the eager Isidor his military-looking coat and dresses himself in somber civilian garb so that he looks almost like a clergyman. Lady Bareacres wants to leave but has no horses for her carriage. She tries to buy Rebecca's but receives only scorn; instead, Rebecca sells her horses to the fearful Jos for a fortune.
Amelia wants to go to the army and begs Jos to take her. However, her attention is diverted by the arrival of the wounded ensign, Tom Stubble, who announces that George is safe. Peggy and Amelia nurse Tom Stubble.
Convinced by the rumors of English defeat, Jos rides off, leaving Amelia behind. Becky thinks Amelia stupid to grieve over George. She dreams of what she might do if Rawdon doesn't come back: She might become a duchess. Mrs. O'Dowd watches her patient, reads sermons, mispronounces words, and prays for the Major. Again the cannons roar. George finally dies in the battle of Waterloo.
The reader will notice a striking contrast in the reaction of the women whose husbands are called to battle. Peggy O'Dowd, completely devoted to army life, prepares her husband's things, gives him coffee and sweets. Amelia, stricken, can do nothing. Becky figures up her financial status, but shows some kind of loyalty to Amelia.
Rawdon's better self shows in that he, "who had seldom thought about anything but himself, until the last few months of his life, when Love had obtained the mastery over the dragoon . . . went off on his campaign with a kit as modest as that of a sergeant, and with something like a prayer on his lips for the woman he was leaving."
The action in this section shows Jos left in charge, Amelia's prostration, her final accusation of Rebecca, Rebecca's flattery of and power over Jos.
Jos' character shows in his love for eating, his susceptibility to Rebecca's flattery, his brave talk, and his actual cowardice. These traits will lead to the final complication and resolution of the Becky-Joseph relationship. The author excuses Jos' susceptibility: "From Solomon downwards, have not wiser men than he been cajoled and befooled by women?"
But in defense of women Thackeray says; "It was the women's tribute to the war. It taxes both alike, and takes the blood of the men, and the tears of the women."
Tongue-in-cheek, the author makes this comment on Vanity Fair, that when the cannon was heard, "even great English lords and ladies condescended to speak to persons whom they did not know."